A complication of CVD and the metabolic syndrome (MetS) among older adults is mobility disability. In fact, diseases of the heart and circulatory systems are a major cause of disability in adults over the age of 60yrs. Experts have argued that the primary goal of medical care for older adults who have coronary disease should be to improve physical function and to extend disability-free survival. A recent position statement by the AHA identified weight management as a core component of secondary prevention programs for CVD. This is an important development because obesity is central to MetS, a common condition of patients with CVD, and a known risk factor for physical disability. In 2005, the American Society for Nutrition and the Obesity Society highlighted the need for long-term randomized controlled clinical trials evaluating the independent and additive effects of diet-induced weight loss (WL) and exercise in older persons on outcomes such as mobility, muscle function, and obesity related diseases. In response to this call, we have recently completed a translational study funded by NHLBI, the Cooperative Lifestyle Intervention Program (CLIP). In that investigation, 288 obese, older adults with CVD or MetS were randomized to a successful aging control treatment (SA), aerobic exercise training (AT), or AT+WL for 18-months. The primary outcome was mobility disability and our staff co- delivered the interventions with agents from 3 counties within the community infrastructure of North Carolina Cooperative Extension Centers. Whereas mobility improved significantly in the AT group compared to SA, AT+WL was superior to either SA or AT and the improvement observed with AT+WL was clinically significant. Building on CLIP, we now propose to increase the translational significance of our interventions by having them delivered exclusively by YMCA community partners with our staff as trainers and advisers for desired behavior change. In addition, this study will provide the first large scale randomized controlled clinical trial to evaluate the effects of diet-induced WL o mobility in obese, older adults with CVD or the MetS as compared to WL combined with physical activity. Because uncertainty exists about the best approach for promoting WL in older adults due to concerns with the loss of lean mass, the design also permits a contrast between AT+WL and resistance exercise training (RT) on muscle strength. The primary outcomes will be mobility disability and muscle strength.